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ISS and Glass Lewis provide guidance in response to the COVID-19 pandemic

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Each of Institutional Shareholder Services (ISS) and Glass Lewis recently published their insights on the impact that COVID-19 will have on corporate governance and provided guidance on what effect the pandemic may have on the application of some of their voting policies for the upcoming 2020 proxy season. Many of the global policy statements in these publications have relevance and implications for Canadian issuers, which we have summarized below.

 

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Board oversight during the COVID-19 pandemic: A checklist for directors

The global COVID-19 pandemic and its rapid evolution has placed enormous pressure on organizations as they seek to adapt to the situation and communicate their response. It is crucial that boards and management collaborate to find the best way forward for the organization.

 

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COVID-19 market impacts and the risk of opportunism

The COVID-19 pandemic has taken a sledgehammer to stock markets, with the S&P/TSX 60 and S&P 500 each plunging approximately 20% during the first quarter of 2020. While boards and management must contend with a long list of pressing and unprecedented issues affecting business operations, they should also consider that the current drop in stock prices may fuel a wave of activism and opportunistic M&A activity once the immediate crisis subsides, and prepare accordingly.

 

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Directors of not-for-profits and charities – resignation, removal and replacement

An effective board of directors is key to the success of any charity or not-for-profit entity. A frequent concern is what to do about directors who, for whatever reason, are no longer appropriate for the organization.

 

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An ounce of prevention

As lawyers, we are often contacted when a dispute arises amongst members of an association. Inevitably, the dispute will devolve into a review of the legality of the actions of one or both sides

 

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Focusing board attention on management

Rather than trying to make sure themselves that everything is right, the board should focus its limited time on gaining comfort that it has the right management team in place, a team capable of getting things right.

 

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Implement effective governance practices in not-for-profits

There are increasing pressures on not-for-profit boards to implement effective governance practices. The growth in the sector and the increase in financial, cybersecurity, and other risk factors have fuelled pressures on not-for-profits to be more accountable to its members, donors and other stakeholders.

 

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The board and enterprise culture

This article looks at the Board’s involvement in managing enterprise culture. In the corporate context, culture is a system of values, beliefs and behaviors that shape how things get done within the organization.

 

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Forewarned is forearmed: Questions you should ask before joining a board of directors

Serving as a director of a charity or NPO can be an enriching and exhilarating experience. Many Canadians contribute to the betterment of their community by the hours volunteered when serving on a board of directors. However, there are some things to watch out for before joining a charity’s board of directors.

 

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Shareholders have fundamental right to call meetings, Ontario appeal court rules

Court limits ability to refuse a proposal based on “personal grievance” exemption… The Court gave some considerations on the shareholders fundamental right to call meetings, on how to differentiate between “personal grievances” that are not properly matters for a shareholder meeting, and the business and affairs of the company, which are proper matters.

 

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Small change large consequences: Ontario’s regulatory change to the payment of directors

Directors simply cannot benefit from the property of a charity whether registered or not, either directly or indirectly. This article explains why and details recent amendments to Ontario’s rules to allow charities to pay directors for goods and services rendered.

 

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Much ado about nothing? Why directors should think about committee governance

Most not-for-profit organisations establish one or more committees to perform various roles. These committees can play an important role in the proper management and governance of the NPO.

 

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Ontario Superior Court comments on director and officer duties

A recent decision of the Ontario Superior Court of Justice addresses directors’ duties towards the corporation and its employees. Specifically, the court addressed whether a director or officer’s fiduciary duties extend to protecting an employee from the consequences of that employee’s own fraudulent acts.

 

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The board of directors’ role in crisis management

Sooner or later, every enterprise will face a crisis. When it hits, the ability to side-step disaster depends on the effectiveness of your company’s response. Preparedness and oversight of crisis management is a key responsibility of the board of directors.

 

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The obligation of the board to challenge management

I think we all know that the board is supposed to have a majority of independent directors (at least in public companies) and to challenge the executives running the organization. That is what “oversight” means. But the board is also supposed to work with those same executives, sharing their insights and experience to complement that […]

 

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